I.
Introduction

It is the policy of Federal Furniture Holdings (M) Bhd. (the "Company") to deter wrongdoing and promote compliance with legal requirements and the Company's standards of business and ethical conduct. We rely on these standards to gain the trust of customers, peers and shareholders. In keeping with this policy the Board of Directors has adopted this Code of Business Conduct and Ethics (the "Code"). All Company directors, officers and employees are expected to read and understand this Code, to uphold these standards in day-to-day activities, and to comply with all applicable policies and procedures.

The purpose of this Code is to set forth in writing standards that will deter wrongdoing and that will promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional, official or employment relationships;
Full, fair, accurate, timely and understandable disclosure in reports and other documents that we file with or submit to the relevant regulatory bodies and in other public communications that we make;
Compliance with applicable governmental laws, rules and regulations;
Prompt internal reporting of violations of this Code, violations of our accounting policies or other illegal or unethical behavior to appropriate specified persons; and
Accountability for adherence to this Code's provisions.

II.
Responsibilities to the Company and its Shareholders
   
 
A. General Standards of Conduct
The Company expects all directors, officers, and employees to exercise good judgment to ensure the safety and welfare of employees and to maintain a cooperative, efficient and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where directors, officers and employees are a representative of the Company. Directors, officers or employees who engage in misconduct (including a violation of this Code) or whose performance is unsatisfactory may be subject to corrective action, up to and including dismissal.

B. Applicable Laws
All Company directors, officers and employees must comply with all applicable laws, regulations, rules and regulatory orders including insider trading laws. Insider trading is purchasing or selling company shares based on information that is not available to the general public. Each director, officer and employee must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice on specific Company policies and procedures. Violations of laws, regulations, rules and orders are also a violation of this Code and may subject the director, officer or employee to individual criminal or civil liability, as well as to discipline action by the Company.

C. Confidentiality
Our proprietary information is valuable to both the Company and to outsiders. Only information that has already been made available to the public (such as through press releases, annual reports, quarterly reports, filings with Bursa Malays ia etc.) or that must be disclosed to properly perform your job, may be provided outside the Company. Employees should not acquire, use, access, copy, remove, modify, alter or disclose to any third parties any confidential information for any purpose other than to fulfill job responsibilities or in connection with Company-sponsored activities. All information and data resident on the Company's computers, network or personal computers, are the sole and exclusive property of the Company. Care must be exercised with respect to computer data and information to protect them against intentional or unintentional corruption, for example, by computer viruses.

D. Conflicts of Interest
Directors, officers and employees have a responsibility to the Company, t he shareholders and to each other. Although engaging in personal transactions and investments is not prohibited, it does demand that situations where a conflict of interest might occur or appear to occur should be best avoided. The Company is subject to scrutiny from many different individuals and organizations. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Whether particular conduct, relationships or transactions might be considered to be a conflict of interest may not always be clear. Where there is any question as to whether any conduct, relationship or transaction might be considered to be a conflict of interest, and whether the Company might nevertheless approve such conduct, relationship or transaction, this should be addressed to the Chief Executive Officer of the Company.

E. Public Disclosure
It is our policy that the information in our public communications, including Bursa Malaysia filings, be full, fair, accurate, timely and understandable. All directors, officers and employees who are involved in our disclosure process are responsible for upholding this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts to others, whether within or outside the company, including the external independent auditors and the internal auditors. In addition, any director, officer or employee who has a supervisory role in the disclosure process has an obligation to discharge his or her responsibilities diligently.

The Company's internal operating controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of this Code, including but not limited to violations of applicable laws and regulations. Even the best systems of controls and procedures, however, cannot provide absolute safeguards against such violations. The Company and its directors, officers and employees have a responsibility to investigate and report to appropriate governmental authorities, as required, any violations of applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders, and the actions taken by the Company to remedy such violations. If any directors, officers and employers have reason to believe that such a violation has occurred, he or she should contact the manager, senior management or file a report through the Audit Committee.

F. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position (including customer lists or information) for personal gain or competing with the Company.

Sometimes the line between personal and corporate benefits is difficult to draw, and sometimes both personal and corporate benefits may be derived from certain activities. The only prudent course of conduct for our directors, officers and employees is to make sure that any use by them of our property or services that is not solely for our benefit is approved by us beforehand through contact with the Chief Executive Officer.

G. Fair Dealing
Each director, officer and employee should endeavor to deal fairly with our customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

H. Books and Records
Statutory and regulatory laws require that all business records be properly maintained , prepared accurately, reliably, and in a timely manner. The Company has established a sound system of internal controls and considers it a priority for employees to perform responsibilities within the control framework. It is very important that no director, officer or employee create or participate in the creation of (or falsification or alteration of) any Company records that are intended to mislead anyone or conceal anything improper.

Company books and records should be maintained in confidence, safeguarded from loss and destruction, and subjected to internal control and audit procedures. Directors, officers and employees should be honest and straightforward when dealing with internal or external auditors with respect to the Company's transactions, records, accounts and financial statements.

I. Proper Use of Company Assets
All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All of the Company's assets should be used for legitimate business purposes. Knowledge of any theft, carelessness or waste of Company assets should be reported to the manager, senior management or through the Audit Committee.

The Company's intellectual property, including its copyrights, patents, trademarks, trade and other secrets are at the core of the Company's technical and financial success. Employees are to protect the Company's intellectual property and act responsibly with the sensitive information of customers, competitors and stakeholders.


III.
Reporting of Violations of this Code, Illegal or Unethical Behavior, or Violations of Accounting Matters
 
A. Scope
These policies and procedures for reporting illegal or unethical behavior have been established by the Board of Directors and the Audit Committee. These Policies and Procedures apply to the receipt, retention and treatment of (a) complaints received by the Company from any person (including non-employees) regarding possible wrongdoing under this Code, including but not limited to accounting, internal accounting controls, auditing matters, and regulatory law violations, and (b) confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or regarding possible violations of the Code (including any illegal or unethical behavior). In addition to issues relating to accounting, internal accounting controls, auditing matters, regulatory law violations and violations of this Code, complaints may also include information on conflicts of interest, embezzlement, bribery, falsification of contracts, reports or records and theft.

All directors, officers and employees are required to report suspected or observed violations of the law, accounting or auditing matters or this Code.

B. Reporting Procedures
Directors, officers and employees may report complaints using one of the following methods

Discuss the complaint with his or her Manager, Senior Management or Chief Executive Officer.
Direct the complaint to the Internal Audit Manager who will review the complaint with the Chief Executive Officer.
Submit the complaint through the Audit Committee, which can be done anonymously if so desired. The person reporting a complaint may choose to identify himself in the communication or may remain anonymous.

C. Employee Safeguards
To the extent possible, all submissions of complaints will be handled in a confidential manner. In no event will information concerning a complaint be released to persons without specific need to know about it.

The Company will not retaliate against anyone who in good faith reports a complaint. On the other hand, any employee who submits a complaint that the employee knows or suspects may be false will be subject to disciplinary action. All Complaints will be investigated and the records of the investigation will be retained.

The Company prefers that employees identify themselves when reporting complaints because this will better enable the Investigation Team to investigate the alleged wrongdoing. However, the Company recognizes that in some cases employees may feel it desirable to remain anonymous. The Investigation Team will investigate anonymous complaints, but requests that such complaints be described in as much detail as possible with regard to the alleged misconduct, the individuals involved, and the basis for the allegations so that a thorough investigation can be conducted.

If the complaint relates to the Board, Internal Audit Manager or Audit Committee members or there is a potential conflict of interest, the c omplaint should be submitted to the Company's Chief Financial Officer.

D. Investigation of Complaints
Complaints received regarding accounting and compliance matters will be referred to the Internal Audit Manager who after consultation with the CEO, CFO and the Audit Committee shall make a determination, in his or her reasonable judgment, whether a reasonable basis exists for commencing an investigation into the complaint. To assist in making this determination, the Internal Audit Manager may conduct an initial, informal inquiry. Other parties may become involved in the inquiry based on their experience.

E. Investigation of Complaints will be prompt.
The determination by the Internal Audit Manager will be communicated to the person who brought the complaint, to the CFO, CEO, and Audit Committee and to other relevant management, as appropriate.

Upon making a determination whether or not to recommend a formal investigation, the Internal Audit Manager will promptly notify the Audit Committee. The Audit Committee will then determine, in its reasonable judgment, whether a reasonable basis exists for commencing a formal investigation into the complaint. If the Audit Committee makes such a determination, then it shall instruct the Internal Audit Manager to proceed with a formal investigation. The Audit Committee shall ensure coordination of each investigation and shall have overall responsibility for implementation of this policy. The Audit Committee shall have the authority to retain outside legal, accounting or other professional expertise in any investigation as it deems necessary to conduct the investigation in accordance with its Terms of Reference and this Code.

At each meeting of the Audit Committee, the Internal Audit Manager shall prepare a report to the Audit Committee stating the nature of any complaints submitted during the quarter immediately preceding the meeting of the Audit Committee, whether or not the complaint resulted in the commencement of a formal investigation, and the status of each investigation.

E. Corrective Action
The Audit Committee, with the input of the Internal Audit Manager and Company Management, if requested, will determine the validity of a complaint and any corrective action, as appropriate. It is the responsibility of the Audit Committee to report to Company Management any noncompliance with legal and regulatory requirements and to assure that management takes corrective action including, where appropriate, reporting any violation to the relevant regulatory authorities. Directors, officers and employees that are found to have violated any laws, governmental regulations or Company policies will face appropriate, case-specific disciplinary action, which may include demotion or dismissal.

F. Retention of Complaints and Documents
All complaints submitted by an employee regarding an alleged violation or concern will remain confidential to the extent practicable. In addition, all written statements, along with the results of any investigations relating thereto, shall be retained by the Company for a minimum of six (6) years. It is illegal and against the Company's policy to destroy any corporate audit records that may be subject to or related an investigation by the Company or regulatory body.

IV.
Waivers
 
Any waiver of any provision of this Code for a member of the Company's Board of Directors or an executive officer must be approved in writing by the Company's Board of Directors and promptly disclosed to shareholders along with the reason for the waiver. Any waiver of any provision of this Code with respect any other employee, agent or contractor must be approved in writing by the Company's Chief Executive Officer and notice of any such waiver should be immediately communicated to the Board of Directors.

V.
Disciplinary Actions
 
The matters covered in this Code are of the utmost importance to the Company, its shareholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. We expect all of our directors, officers and employees to adhere to these rules in carrying out their duties for the Company.

The Company will take appropriate action against any director, officer or employee, whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

Adhering to this Code is a condition of employment. The Company must have the opportunity to investigate and remedy any alleged violations or employee concerns, and each employee must ensure that the Company has an opportunity to undertake such an investigation.

   
   
 
   
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